Galaxy Announces Private Offering of $1.0 Billion of Exchangeable Senior Notes

Executive Summary

• Galaxy Digital announced a planned private placement of up to $1.0 billion of exchangeable senior notes due 2031, with an optional additional $150 million over‑allotment.
• Net proceeds are intended to fund growth across core businesses and may be used to repay existing exchangeable senior notes due 2026.
• Final pricing terms (interest rate, exchange price) will be set at the time of issuance; the notes carry redemption features tied to Galaxy’s common‑stock price.

Key Details

• Offering Size: Up to $1.0 billion aggregate principal amount; optional over‑allotment up to $150 million.
• Issuer: Galaxy Digital Holdings LP (together with Galaxy Digital Inc.).
• Note Type: Exchangeable senior notes, unsecured, senior obligations.
• Maturity: May 1, 2031 (no early redemption before November 6, 2028).
• Interest: Semi‑annual interest payable in arrears; exact rate to be determined at pricing.
• Exchange Feature: Holders may exchange notes for cash, GDI Class A common stock, or a combination, at the issuer’s election.
• Redemption Trigger: After November 6, 2028 and before the 41st trading day prior to maturity, notes become redeemable for cash if Galaxy’s last reported share price ≥ 130 % of the exchange price for a specified period. Redemption price = principal + accrued interest.
• Fundamental‑Change Repurchase: If a “fundamental change” occurs, noteholders may require repurchase at 100 % of principal plus accrued interest.
• Use of Proceeds: Support growth in core operating businesses; general corporate purposes; possible repayment of existing exchangeable senior notes due 2026.
• Offering Conditions: Subject to market conditions, closing requirements, and TSX approval; only to qualified institutional buyers (Rule 144A) in the U.S. and exempt investors in Canada.
• Regulatory Status: Notes and any underlying common stock will not be registered under the U.S. Securities Act; resale registration rights granted to holders.

Notable Quotes

(No executive quotes were provided in the release.)